Quarterly Report for Quarter Ending January 31, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED: January 31, 2024

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-56356

POINT OF CARE NANO-TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

Nevada		27-2830681
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
531 US HWY 22 East Suite 232 Whitehouse Station, NJ 08889
(Address of principal executive offices) (Zip Code)
(732) 723-7395
(Registrant’s telephone number)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

o	Large accelerated filer	o	Accelerated filer
x	Non-accelerated Filer	x	Smaller reporting company
		o	Emerging growth company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable.

The number of the registrant’s shares of common stock outstanding was 72,790,621as of December 12, 2024.

POINT OF CARE NANO-TECHNOLOGY, INC.

FORM 10-Q

TABLE OF CONTENTS

			Page
PART I-FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements		3
	Condensed Balance Sheets as of January 31, 2024 (unaudited) and July 31, 2023		3
	Condensed Statements of Operations for the Three and Six Months Ended January 31, 2024 (unaudited) and the Three and Six Months Ended January 31, 2023 (unaudited)		4
	Condensed Statement of Equity for the Three and Six Months Ended January 31, 2024 (unaudited) and the Six Months Ended January 31, 2023 (unaudited)		5
	Condensed Statements of Cash Flows for the Six Months Ended January 31, 2024 (unaudited) and the Six Months Ended January 31, 2023 (unaudited)		6
	Notes to Condensed Financial Statements (unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.	Controls and Procedures		17
PART II-OTHER INFORMATION
Item 1.	Legal Proceedings		18
Item 1A.	Risk Factors		18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3.	Defaults Upon Senior Securities		18
Item 4.	Mine Safety Disclosures		18
Item 5.	Other Information		18
Item 6.	Exhibits		19
SIGNATURES	20

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for Point of Care Nano-Technology, Inc. may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions and our actual results may differ materially from those anticipated in these forward-looking statements. We believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Factors that may cause such differences include, but are not limited to, those discussed under Item 1A. Risk Factors in the Company’s 10K/A filed with the Securities and Exchange Commission (“SEC”) on October 31, 2024.

ITEM 1. FINANCIAL STATEMENTS

POINT OF CARE NANO-TECHNOLOGY, INC.

CONDENSED BALANCE SHEETS

As of January 31, 2024 and July 31, 2023
(Unaudited)

		January 31, 2024			July 31, 2023
ASSETS
Current Assets
Cash		$	273			$	498
Prepaid Expenses			2,400				5,280
		2,673				5,778
Intangible Asset - License (Note 7)			113,113				118,865
Total Assets		$	115,786			$	124,643
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable and Accrued Expenses		$	145,550			$	141,414
Total Liabilities			145,550				141,414
Stockholders’ Deficit
Preferred Stock, par value $.0001, (Note 5) 10,000,000shares authorized; 1,000shares issued and outstanding			1				1
Common Stock, par value $.0001, (Note 5) 100,000,000shares authorized; 420,621shares issued and outstanding			42				42
Unissued Common Stock			750,000				750,000
Share Subscriptions Received (Note 5)			20,000				20,000
Additional Paid-In Capital			120,192,085				120,192,085
Accumulated Deficit			(120,991,891	)			(120,978,899	)
Total Stockholders’ Deficit			(29,763	)			(16,771	)
Total Liabilities and Stockholders’ Deficit		$	115,786			$	124,643

See accompanying notes to the interim financial statements.

POINT OF CARE NANO-TECHNOLOGY, INC.
CONDENSED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended January 31, 2024 and 2023
(Unaudited)

		For the Three			For the Three			For the Six			For the Six
		Months Ended			Months Ended			Months Ended			Months Ended
		January 31, 2024			January 31, 2023			January 31, 2024			January 31, 2023
Operating Expenses:
Amortization Expense			2,876				1,151				5,752				2,301
General and Administrative Expense			3,297				3,634				4,962				27,356
Professional Fees			512				8,370				2,279				11,568
Total Expenses:		$	6,684			$	13,155			$	12,993			$	41,225
Net Operating and Comprehensive Loss		$	(6,684	)		$	(13,155	)		$	(12,993	)		$	(41,225	)
Weighted average Net Loss per share, basic and diluted		$	(0.01	)		$	(0.01	)		$	(0.02	)		$	(0.04	)
Weighted average number of common shares outstanding			420,621				940,621				420,621				940,621

See accompanying notes to the interim financial statements.

POINT OF CARE NANO-TECHNOLOGY, INC.
CONDENSED STATEMENTS OF EQUITY
(Unaudited)

For the Three and Six-Month Period Ended January 31, 2024

																																Total
														Share Subscription			Unissued									Additional			Accumulated			Stockholders’
		Preferred Stock			Common Stock			Received			Common Stock			Treasury Stock			Paid-In Capital			Deficit			Deficit
		#			$			#			$			$			$			#			$			$			$			$
Balance, July 31, 2023			1,000				1				420,621				42				20,000				750,000				-				-				120,192,085				(120,978,899	)			(16,771	)
Net Loss for the period			-				-				-				-				-				-				-				-				-				(6,308	)			(6,308	)
Balance, October 31, 2023			1,000				1				420,621				42				20,000				750,000				-				-				120,192,085				(120,985,207	)			(23,079	)
Net Loss for the period			-				-				-				-				-				-				-				-				-				(6,684	)			(6,684	)
Balance, January 31, 2024			1,000				1				420,621				42				20,000				750,000				-				-				120,192,085				(120,991,891	)			(29,763	)

For the Three and Six-Month Period Ended January 31, 2023

																																Total
														Share Subscription			Unissued									Additional			Accumulated			Stockholders’
		Preferred Stock			Common Stock			Received			Common Stock			Treasury Stock			Paid-In Capital			Deficit			Deficit
		#			$			#			$			$			$			#			$			$			$			$
Balance, July 31, 2022			1,000				1				940,621				94				-				750,000				(520,000	)			(52	)			120,192,085				(120,900,882	)			41,246
Share Subscription Received			-				-				-				-				10,000				-				-				-				-				-				-
Net Loss for the period			-				-				-				-				-				-				-				-				-				(28,071	)			(28,071	)
Balance, October 31, 2022			1,000				1				940,621				94				10,000				750,000				(520,000	)			(52	)			120,192,085				(120,928,953	)			23,175
Share Subscription Received			-				-				-				-				10,000				-				-				-				-				-				-
Net Loss for the period			-				-				-				-				-				-				-				-				-				(13,155	)			(13,155	)
Balance, January 31, 2023			1,000				1				940,621				94				20,000				750,000				(520,000	)			(52	)			120,192,085				(120,942,108	)			20,020

See accompanying notes to the interim financial statements.

POINT OF CARE NANO-TECHNOLOGY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
For the Six Months Ended January 31, 2024 and January 31, 2023
(Unaudited)

		For the Six			For the Six
		Months Ended			Months Ended
		January 31, 2024			January 31, 2023
Cash Flows from Operating Activities:
Net Loss		$	(12,993	)		$	(41,225	)
Non Cash Expense:
Amortization			5,752				2,301
Change in Working Capital Items:
Accounts payable and Accrued expenses			4,136				22,564
Prepaid expense			2,880				(133	)
Net Cash Used by Operating Activities			(225	)			(16,494	)
FINANCING ACTIVITIES
Share Subscriptions Received			-				20,000
Net cash provided by financing activities			-				20,000
Change in cash for the period			(225	)			3,506
Beginning Cash			498				3,198
Ending Cash		$	273			$	6,704
Supplemental disclosures of cash flow - cash paid for :
Interest		$	-			$	-
Income Tax		$	-			$	-

See accompanying notes to the interim financial statements.

Note 1

COMPANY AND BACKGROUND

Point of Care Nano-Technology, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 10, 2010, under the name of “Alternative Energy and Environmental Solutions, Inc.” On August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.” On March 31, 2015, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Point of Care Nano-Technology, Inc.”

On February 26, 2015, the Company’s business model was related to using its license, under a certain license agreement (the “License Agreement”) from Lamina Equities Corporation, to first develop and then manufacture saliva-based medical diagnosis products. The Company was not successful and discontinued the majority of its operations by July 31, 2016. Beginning from August 2016, the Company’s plan, which it has since discontinued, was to provide business services and financing to emerging growth entities.

On April 15, 2021, the Company accepted the resignations of Dr. Guirguis and Mr. El-Salhy, received a mutual release from both, and appointed Mr. Nicholas DeVito to be Director, Chief Executive Officer and Chief Financial Officer. In addition, for his services to the Company, Mr. DeVito was awarded 1,000 shares of Class A Preferred Stock that grants him 80% voting rights.

Also on April 15, 2021 the Company agreed to form a subsidiary and transfer all debts and the License Agreement back to Dr. Guirguis in exchange for 520,000 shares of Common Stock. On August 21, 2021, the Company formed the wholly owned subsidiary, DRG Transfer, Inc. This transaction closed on March 26, 2022.

On July 2, 2021, the Company incorporated a wholly owned subsidiary, Duo Sciences, Inc. (“DSI”).

On April 11, 2022, the Company, through DSI, acquired an exclusive license to distribute certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC (“Cedoga”). On April 19, 2022, DSI signed an exclusive sales and promotion agreement with Lucy Pet Products Inc. (“Lucy”) pursuant to which Lucy will manufacture, market and distribute pet products from the Cedoga intellectual property.

The Company’s principal executive office location and mailing address is 531 US HWY 22 EAST, Suite 232, Whitehouse Station, NJ 08889.

These financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At January 31, 2024, the Company had not yet achieved profitable operations and had accumulated losses of $120,991,891since its inception, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Note 2

CONTROL BY PRINCIPAL OWNERS

The sole director and executive officer owns, directly, beneficially and in the aggregate, the majority of the voting power of the outstanding capital stock of the Company. Accordingly, the sole director and executive officer has the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital and the dissolution, merger, or sale of the Company’s assets.

Note 3

INTERIM REPORTING

While the information presented in the accompanying interim three month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s July 31, 2023 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s July 31, 2023 annual financial statements. Operating results for the three months ended January 31, 2024 are not necessarily indicative of the results that can be expected for the year ended July 31, 2024 .

Note 4

ACCOUNTING POLICIES

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, the more significant of which are as follows:

Consolidation

The accompanying consolidated financial statement include the accounts of the Company and its wholly owned subsidiary Duo Sciences Inc. (“DSI”)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

Financial Instruments

Financial instruments consist of cash and accounts payable and accrued liabilities. The carrying amounts of the financial instruments approximate their fair values due to their relatively short-term nature of the underlying terms are consistent with market terms. As of the financial statement date, the Company does not hold any derivate financial instruments. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Fair Value Measurements

The Company follows FASB Codification topic (“ASC”) 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.

Revenue Recognition

Effective August 1, 2018, the Company adopted ASC, Topic 606, “Revenue from Contracts with Customers”, using the modified retrospective transition method as permissible for all contracts not yet completed as of August 1, 2018. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments.

Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contracts) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As the Company has yet to produce positive cash flows from operations, no deferred tax asset or income taxes have been recorded in the financial statements.

Comprehensive Income (Loss)

The Company adopted FASB ASC 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company has not had any comprehensive income / loss.

Net Income (Loss) per Common Share

FASB ASC 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for bother basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

Segment Reporting

FASB ASC 820, “Segments Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently operates in one principal business segment.

Intangible assets

Intangible asset are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measure at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer than indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.

The license agreements has been capitalized, recorded at cost and amortized over its estimated useful life of ten years. Amortization has been determined based on a pro rata basis over the expected cash flows.

Non-cash transactions

The Company follows FASB ASC 845 then recording non-cash transactions. The value of the asset received should be based on the value of the assets surrendered. However, where that value is difficult to determine, then the value could be based on the asset received, provided it is more clearly evident than the value of the asset surrendered.

Related Parties

The Company adopted FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

Note 5

COMMON and PREFERRED STOCK

The Company has authorized capital of 100,000,000shares of common stock, par value of $0.0001per share, and 10,000,000shares of “blank check” preferred stock, par value of $0.0001per share, of which none have been designated as Series A Nonconvertible Preferred Stock (the “Series A Preferred Stock”). During the six months ended January 31, 2024, the Company had no equity transactions. During the year ended July 31, 2023, the Company had the following transactions:

On June 8, 2022, the Company received approval from the Financial Industry Regulatory Authority to effect a 50:1 reverse split of our outstanding common stock. The split was reflected in the public markets on June 9, 2022 and has been given retroactive disclosure in the financial statements.Accordingly, all references to common shares in these financial statements reflect the reverse split.

On August 2, 2021, the Company issued 1,000Series A Preferred Stock to Nicholas DeVito, our Chief Executive Officer as compensation. The Preferred Stock gives DeVito 80% control of the voting stock of the Company. Mr. DeVito surrendered his preferred shares in exchange for 5,000,000 shares of Company common stock on May 21, 2024.

On April 10, 2022, the Company entered into an agreement under which it agreed to issue 300,000 common shares in order to obtain a license to distribute product (See below). The Company has not yet issued those shares and the obligation to do so is recorded as a $750,000unissued stock in equity.

On April 15, 2022, as part of the Settlement agreement (See below), the Company received into treasury 520,000shares of common stock (26,000,000 pre reverse split shares).

On August 24, 2022, the Company completed a financing with an investor for $20,000 in exchange for Units consisting of (i) one share of common stock, par value $0.0001 per share for $0.10 per share, (ii) one LOI option to purchase one share of common stock for $0.20 per share upon the Company signing a letter of intent with a third party and (iii) one Agreement option to purchase one share of common stock for $0.30 per share upon the Company signing an agreement with a third party.

There were no warrants or options outstanding as of January 31, 2024.

Note 6

SETTLEMENT AGREEMENT

On April 15, 2021, the Company formed a wholly owned subsidiary, DRG Transfer Inc. (“DRG”) and transferred all Company debts relating to the License Agreement business and the License Agreement to DRG to be split off to Dr. Guirguis in exchange for 520,000 shares (26,000,000 shares pre reverse split) of our common stock held by Dr. Guirguis. This transaction closed on March 26, 2022 with Dr. Guirguis giving up and transferring to DRG all the rights, title and interest in the 520,000 shares and DRG contributing all of the legacy business debt and the License Agreement to DRG Transfer, Inc, a Nevada corporation, and transferring all of the outstanding capital stock in DRG Transfer, Inc. to Dr. Guirguis Outstanding debts of the Company that were generated while Mr. Guirguis operated the Company, measured as of April 15, 2021, consisted solely of unknown contingent liabilities (which could be identified or quantified at that time and which, to date, have been non-material or nil.

Note 7

LICENSE PURCHASED and INTANGIBLE ASSETS

On April 11, 2022, the Company, through its wholly owned subsidiary DSI, acquired an exclusive license to distribute in the USA, Canada and Mexico, certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC. The Company receives 10% of all licensing fees due to Cedoga in exchange for 300,000 post reverse split shares of common stock of the Company. Under the terms of the agreement, the Company will pay royalties from sub-licensing on the following basis:

●

90% of net royalties for sale and initial payments up to $100,000,000 per calendar year.

●

95% of net royalties received for continuing sales above $100,000,000 per calendar year.

●

90% of any lump up-front payment sub-licensing fees.

●

Option to purchase 200,000 shares of the Company’s common stock when net sales exceed $100,000,000.

The license value has been based on the expected discounted cash flows the license will generate to the Company over its estimated 10 year life. The Company’s common shares are very lightly traded and management determined that their market value are not reliable as a determinant of value for this transaction.

		January 31,			July 31,
		2024			2023
License		$	125,000			$	125,000
Accumulated amortization			11,887				6,135
Balance, end of year		$	113,113			$	118,865

Note 8

EXCLUSIVE SALES SUB-LICENSING AGREEMENT

On April 19, 2022, DSI signed an exclusive sales and promotion sub-licensing agreement with Lucy Pet Products Inc. (“Lucy”) pursuant to which Lucy will manufacture, market and distribute pet products derived from the Cedoga intellectual property. The terms of the sub-licensing agreement are as follows:

	●	Lucy will pay the Company a one-time sub-license fee of $100,000 on execution of the sub-licensing agreement.
	●	Lucy will pay the Company royalties of 5% of Net Revenue, calculated and payable quarterly. Net Revenue is defined as total revenue less direct cost of materials, manufacturing, packaging and delivery expenses and less excise, sales or similar taxes.

Note 9

SUBSEQUENT EVENTS

On May 20, 2024, Point of Care Nano-Technology, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with Point of Care Nano-Technology, LLC (“Point”) pursuant to which it agreed to acquire (the “Acquisition”) substantially all of the assets of Point (the “Assets”), consisting primarily of proprietary information and know-how for the developing and commercialization of kits to diagnose illnesses through the testing of human saliva, referred to as the “EZ Saliva” test kits, and cash in the amount of $101,400.

In exchange for the Assets, the Company issued to Point and/or its designees 66,000,000 restricted shares of common stock (the “Consideration Shares”).

Upon the closing of the Acquisition, which effected a change of control of the Company, Dr. Raouf Guirguis, the controlling member of Point, became a director of the Company and Chief Scientific Officer. Dr. Guirguis also acquired, directly and indirectly, 34,647,800 of the Consideration Shares, or approximately 47.6% of the shares of common stock outstanding after completion of the Acquisition. Mr. Nathan Keele, an associate of Dr. Guirguis and responsible for marketing efforts at Point, also was appointed to the board of directors of the Company. Mr. Keele will continue his marketing efforts at the Company. Mr. Keele acquired 18,903,200 of the Consideration Shares, or approximately 26.5% of the shares of common stock outstanding after completion of the Acquisition.

Nicholas DeVito, the controlling stockholder of the Company prior to the Acquisition through the 1,000 shares of super-majority class A preferred stock (the “Preferred Stock”) of the Company that he held and through which he exercised eighty percent (80%) voting control over the Company, surrendered to the Company for cancellation the Preferred Stock and received, in exchange, 5,000,000 shares of common stock. Mr. DeVito will retain his positions as Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company as well as his status as a member of board of directors.

The shares of Company common stock being issued in connection with the Acquisition (as described above) were issued in accordance with a private placement exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and are considered “restricted securities.”

In connection with the Acquisition, the Company entered into a license agreement (the “License Agreement”) with Zeus Diagnostics, LLC (“Zeus”), a Delaware limited liability company controlled by Dr. Guirguis, pursuant to which the Company acquired an exclusive, in perpetuity, license, with a right to sublicense, in the Territory (Canada, the United States and Mexico) to the “Zeus Know-How” which consists of all information related to the manufacture and commercialization of saliva tests derived from patents owned by Zeus. The Company paid Zeus a one-time, non-refundable up-front cash fee of $35,000 (which is creditable against other payments due) and will pay Zeus a royalty on “Net Sales” (as defined in the License Agreement) of Seven and One-Half Percent (7.5%) during each calendar quarter.

Following the closing of the Acquisition, business will focus on the EZ Saliva product commercialization activity previously carried on by Point.

On October 2, 2024 the Company issued 1,270,000shares of common stock to three investors and raised $30,000.

On November 5, 2024, the Company issued 100,000shares of common stock to one investor and raised $50,000.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited financial statements and the notes to those financial statements that are included elsewhere in this Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “predict,” and similar expressions to identify forward-looking statements. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved..

Overview

The Company was incorporated as “Alternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June 10, 2010, to develop and license an innovative biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S. The Company was not successful in developing this business and discontinued its biotechnology related operations. The Company changed its name in 2014 to Unique Growing Solutions, Inc. and again in 2015 to Point of Care Nano-Technology, Inc.

On February 25, 2015, the Company entered into the License Agreement with Lamina relating to intellectual property for diagnosing illness in humans via a saliva test. During the past few years, the Company did not have the financial resources to pursue business development relating to the Lamina license and this business was discontinued and split off.

On April 11, 2022, we, through our newly established, wholly owned subsidiary, DSI, acquired an exclusive license from Cedoga to distribute in the USA, Canada and Mexico, certain intellectual property of Cedoga relating to animal nutrition and animal supplements. On April 19, 2022, we, through DSI, signed an exclusive representative and sublicensing agreement with Lucy Pet Products Inc. pursuant to which Lucy has agreed to manufacture, market and distribute on our behalf pet products created from the Cedoga IP. There can be no assurance that we will be successful marketing the Cedoga IP or that Lucy or other sublicensees of the Cedoga IP will be successful in their business development efforts.

Recent Activities

On May 30, 2024, we engaged and executed an agreement with Fruci & Associates II (“Fruci”), PLLC as our new independent accountant for the fiscal years ended July 31, 2023 and 2022.

On May 20, 2024, we entered into an asset purchase agreement (the “Agreement”) with Point of Care Nano-Technology, LLC (“Point”). Point was the company (unrelated to us) that Dr. Raouf Guirguis established to operate the business that Dr. Guirguis took back as a result of the consummation of the Spin Off Agreements (discussed below). Pursuant to this Agreement we agreed to acquire (the “Acquisition”) substantially all of the North American assets of Point (the “Assets”), consisting primarily of proprietary information and know-how for the developing and commercialization of kits for drug testing and to diagnose illnesses through the testing of human saliva, referred to as the “EZ Saliva” test kits, and cash in the amount of $101,400.

In exchange for the Assets, we issued to Point and/or its designees 66,000,000 restricted shares of our common stock (the “Consideration Shares”).

Upon the closing of the Acquisition, which effected a change of control of the Company, Dr. Raouf Guirguis, the controlling member of Point, became a director of the Company and Chief Scientific Officer. Dr. Guirguis also acquired, directly and indirectly, 34,596,800 of the Consideration Shares, or approximately 48.4% of the shares of our common stock outstanding after completion of the Acquisition. Mr. Nathan Keele, an associate of Dr. Guirguis and responsible for marketing efforts at Point, also was appointed to the board of directors of the Company. Mr. Keele will continue his marketing efforts at the Company. Mr. Keele acquired 18,903,200 of the Consideration Shares, or approximately 26.5% of the shares of our common stock outstanding after completion of the Acquisition.

Nicholas DeVito, our controlling stockholder prior to the Acquisition through the 1,000 shares of our super-majority class A preferred stock (the “Preferred Stock”) that he held and through which he exercised eighty percent (80%) voting control over the Company, surrendered to us for cancellation the Preferred Stock and received, in exchange, 5,000,000 shares of our common stock. Mr. DeVito will retain his positions as our Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary as well as his status as a member of our board of directors.

The shares of Company common stock issued in connection with the Acquisition (as described above) were issued in accordance with a private placement exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and are considered “restricted securities.”

In connection with the Acquisition, we entered into a license agreement (the “License Agreement”) with Zeus Diagnostics, LLC (“Zeus”), a Delaware limited liability company controlled by Dr. Guirguis, pursuant to which we acquired an exclusive, in perpetuity, license, with a right to sublicense, in the Territory (Canada, the United States and Mexico) the “Zeus Know-How” which consists of all information related to the manufacture and commercialization of saliva tests derived from patents owned by Zeus. We paid Zeus a one-time, non-refundable up-front cash fee of $35,000 (which is creditable against other payments due) and will pay Zeus a royalty on “Net Sales” (as defined in the License Agreement) of seven and one-half Percent (7.5%) during each calendar quarter.

Following the closing of the Acquisition, our business has begun to focus on the EZ Saliva product commercialization activity previously carried on by Point.

The description of the agreement discussed above does not purport to be complete and the reader should refer to the full text of the agreements as exhibits to our Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2024.

On November 21, 2023, the Company changed transfer agents to ClearTrust, LLC from Sedona Equity Registrar & Transfer.

On February 28, 2023, the Company changed transfer agents to Sedona Equity Registrar & Transfer, Inc. from Vstock Transfer.

On December 12, 2022, the Company entered into an asset purchase agreement with Global Foods Group, LLC (“GFG”) and its principal shareholder pursuant to which it agreed to acquire substantially all of the assets of GFG, consisting of assets relating to the sugar substitute that GFG has been developing, Jaca^®. In exchange for the Jaca related assets, the Company will issue to GFG and its designees 7,000,000 shares of the Company’s common stock. Upon the closing of this transaction, which will effect a change of control of the Company, Peter Ferrari, the principal of the controlling member of GFG, will become the CEO and a director of the Company and Nicholas DeVito, the current CEO and controlling stockholder of the Company though the 1,000 shares of super-majority Class A Preferred Stock that he holds, will retain his positions with the Company as Treasurer, Secretary and Chief Financial Officer and director, and he will exchange his Class A Preferred shares for 2,000,000 shares of the common stock of the Company. The closing of this acquisition is contingent upon, among other things, GFG’s raising a minimum of $1,500,000 to be contributed to the Company upon closing as part of the purchased assets, for working capital purposes. There can be no assurances that GFG will be able to raise these funds or that this acquisition will successfully close.

RESULTS OF OPERATIONS

Comparison of Three Months Ended January 31, 2024 and 2023

Revenues

Our total revenue was $0 for the three-month periods ended January 31, 2024 and 2023, respectively.

Cost of Goods Sold

Our cost of goods sold was $0 for the three-month periods ended January 31, 2024 and 2023, respectively.

Operating Expenses (including Selling, General and Administrative Expenses)

For the three months ended January 31, 2024, our operating expenses decreased to $6,684 from $13,155 for the three months ended January 31, 2023. The decrease was primarily due to decreased consulting, legal, filing and investor expenses.

Net Other Income (Expense)

Our net other income (expenses) was $0 for the three-month period ended January 31, 2024 and 2023, respectively.

Income Tax Expense

Income tax expense was $0 and $0 for the three-month period ended January 31, 2024 and 2023, respectively.

Net Loss

As a result of the foregoing factors, we had a net loss of $6,684 for the three months ended January 31, 2024, as compared to a net loss of $13,155 for the three months ended January 31, 2023.

Comparison of Six Months Ended January 31, 2024 and 2023

Revenues

Our total revenue was $0 for the six-month periods ended January 31, 2024 and 2023, respectively.

Cost of Goods Sold

Our cost of goods sold was $0 for the six-month periods ended January 31, 2024 and 2023, respectively.

Operating Expenses (including Selling, General and Administrative Expenses)

For the six months ended January 31, 2024, our operating expenses decreased to $12,993 from $41,255 for the six months ended January 31, 2023. The decrease was primarily due to decreased consulting, legal, filing and investor expenses.

Net Other Income (Expense)

Our net other income (expenses) was $0 for the six-month period ended January 31, 2024 and 2023, respectively.

Income Tax Expense

Income tax expense was $0 and $0 for the six-month period ended January 31, 2024 and 2023, respectively.

Net Loss

As a result of the foregoing factors, we had a net loss of $ 12,993 for the six months ended January 31, 2024, as compared to a net loss of $41,225 for the six months ended January 31, 2023.

LIQUIDITY AND CAPITAL RESOURCES

At January 31, 2024, we had $273 in cash, compared to $ 498 at July 31, 2023. At January 31, 2024, our accumulated deficit was $120,991,891 compared to $120,978,899 at July 31, 2023. There is substantial doubt as to our ability to continue as a going concern.

The Company has had ($225) cash flow from operations and no cash flow from financing for the fiscal quarter ended January 31, 2024 and ($16,494) cash flow from operations and $20,000 cash flow from financing for the fiscal quarter ending January 31, 2023. In the future, the Company’s cash flow will depend on the timely and successful market entry of the Company’s expected strategic offerings, although we cannot guarantee that we will be successful in our strategic offering efforts.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Our principal executive and financial officer, Nicholas DeVito, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, as of January 31, 2024, our interim principal executive and financial officer identified the following material weaknesses:

●

We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States commensurate with our financial reporting requirements. To mitigate the current limited resources and limited employees, we rely heavily on the use of external legal and accounting professionals.

Our management has identified the steps necessary to address the material weaknesses, and as soon as we have available funds, we will implement the following remedial procedures:

●

We will hire personnel with technical accounting expertise to further support our current accounting personnel. As necessary, we will continue to engage consultants or outside accounting firms in order to ensure proper accounting for our financial statements.

We intend to complete the remediation of the material weaknesses discussed above as soon as practicable but we can give no assurance that we will be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d) of the Exchange Act, our management, including our interim principal executive and financial officer, Nicholas DeVito, conducted an evaluation of the internal control over financial reporting to determine whether any changes occurred during the quarter ended January 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our acting principal executive and financial officer concluded there were no such changes during the quarter ended January 31, 2024.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS.

For a discussion of the risk factors affecting our business, see our annual report on Form 10-K/A, filed with the Securities and Exchange Commission on October 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three-month period ended January 31, 2024, we did not conduct any unregistered sales of our securities or repurchase any of our common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit				Incorporated by Reference		Filed or Furnished
Number		Exhibit Description		Form		Exhibit		Filing Date		Herewith
3.1		Articles of Incorporation.		S-1		3.1		10/25/2010
3.2		Amendment to Articles of Incorporation, dated August 28, 2014.		8-K		3.1		10/30/2014
3.3		Amendment to Articles of Incorporation, dated March 31, 2015.		8-K		3.1		04/08/2015
3.4		Certificate of Amendment by Custodian dated July 1, 2020		10-12g		3.4		10/15/2021
3.5		Certificate of Designation of the Series A Non-Convertible Preferred Stock		10-12g		3.5		10/15/2021
3.6		Bylaws.		S-1		3.2		10/25/2010
										X
										X
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		POINT OF CARE NANO-TECHNOLOGY, INC.
		(Registrant)
Date: December 12, 2024
	By:	/s/ Nicholas DeVito
		Nicholas DeVito
		Chief Executive Officer (Principal Executive and Financial and Accounting Officer)

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